April 4, 2006
Mail Stop 4561
VIA U.S. MAIL AND FAX (615) 890-0123
Mr. Donald K. Daniel
Senior Vice President and Controller
National Health Investors, Inc.
100 Vine Street, Suite 1202
Murfreesboro, TN 37130
Re: National Health Investors, Inc.
Form 10-K for the year ended December 31, 2005
Filed March 10, 2006
File No. 001-10822
Dear Mr. Daniel:
We have reviewed your filing and have the following
comments.
We have limited our review to only the issues addressed below and
will make no further review of your documents. In our comments,
we
ask you to provide us with supplemental information so we may
better
understand your disclosure. After reviewing this information, we
may
or may not raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for the year ended December 31, 2005
Coverpage
1. Please advise us how you meet the criteria to qualify as a
well-
known seasoned issuer, as defined in Rule 405 of the Securities
Act.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 21
2. We understand that you significantly increased your portfolio
since the date you began operations which resulted in a reduction
in
the portion of your portfolio operated by NHC to 13.3% of your
total
portfolio as of December 31, 2005. We also note from your
disclosure
in Note 18 on page 61 that rental income from NHC continues to
represent the majority of your rental income despite this
strategic
diversification. Please advise us of and in future filings expand
your disclosure to provide a more robust discussion of the metrics
used by management to evaluate operating performance. In this
regard, please also include a discussion of these metrics as they
relate to the NHC portion of your portfolio compared to the rest
of
your portfolio and the underlying reasons for these differences.
Note 3, Real Estate Properties
Foreclosure Properties, page 48
3. We understand from your disclosure here and on page 4 that all
of
your owned and operated long-term health care facilities, acquired
through foreclosure, were subsequently sold to a not-for-profit
entity and accounted for under the deposit method since you
provided
100% financing. Please advise us, and in future filings revise
your
disclosure to summarize all amounts reflected in your financial
statements which relate to the properties subject to the sales
contract and how you account for the asset or liability generated
from the net income (loss) associated with these properties and
whether such amount is included in your realization assessment of
the
carrying amount associated with these properties disclosed on page
49. In addition, please disclose the material terms of this
transaction including the aggregate purchase price, payment terms
associated with the financing and any other continuing involvement
that you have with these properties.
Note 7, Investment in Marketable Securities, page 53
4. Please explain to us your basis in accounting for recording
$5.0
million of the gross investment gains of $10.3 million from the
sale
of investments in available-for-sale securities as a reduction in
operating expenses in arriving at income before non-operating
income.
Item 9A. Controls and Procedures, page 64
5. Please confirm to us that your principal executive and
principal
financial officers concluded that your disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended) were effective rather
than sufficiently effective. In future filings, please clarify
the
conclusions reached by the principal executive and principal
financial officers as either effective or ineffective.
* * * *
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
You may contact Josh Forgione, at (202) 551-3431, or me, at
(202) 551-3403, if you have questions. Please respond to the
comments
included in this letter within 10 business days or tell us when
you
will provide us with a response. Please file your response on
EDGAR.
Sincerely,
Steven Jacobs
Accounting Branch Chief
Mr. Donald K. Daniel
National Health Investors, Inc.
April 4, 2006
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